Your Directors take pleasure in presenting their 10th Annual Report on the business andoperations of the company together with the audited financial statements for the FinancialYear ended 31st March 2018.
The financial performance of the Company for the year ended on 31st March 2018 and theprevious financial year ended 31st March 2017 is given below:
|Particulars ||31st March 2018 ||31st March 2017 |
|Gross Sales/Income from Business operations ||1827337700 ||1711948045 |
|Less: Excise Duty Paid ||15662809 ||66717033 |
|Net Revenue From Operat ions ||1811674891 ||1645231012 |
|Other Income ||32176829 ||41258797 |
|Total income ||1843851719 ||1686489809 |
|Less: Expense(Excluding depreciation) ||1594745802 ||1507062961 |
|Profit before Depreciation ||249105917 ||179426847 |
|Less: Depreciation ||140058847 ||97188575 |
|Profit before Exceptional & extra-ordinary items & Tax ||109047070 ||82238273 |
|Less: Exceptional Item/ Extra Ordinary Items ||- ||1897053 |
|Profit before Tax ||109047070 ||80341219 |
|Less: Deferred tax ||13408111 ||15037486 |
|Less: Wealth tax ||- ||- |
|Less: Income tax ||25674144 ||16381000 |
|Less: MAT Credit Entitlement ||(52677) ||(19890959) |
|Less: Previous year adjustment of income tax ||34419 ||3067421 |
|Net Profit/ (Loss) after Tax for the year ||69983072 ||65746272 |
|Dividend(including Interim if any and final) ||- ||- |
|Net Profit after Dividend Tax ||69983072 ||65746272 |
|Amount Transfer to General Reserves || ||- |
|Balance carried to the Balance Sheet ||69983072 ||65746272 |
|Earnings per share(Basic) ||4.13 ||5.62 |
|Earnings per share(Diluted) ||4.13 ||5.62 |
The Indian tile industry is poised to experience significant growth over the comingyear despite facing challenges like Demonetization. This optimism stems from the importantrealities that are expected to catalyse tile demand pan-India.
Nowadays Ceramic Tiles have become necessities of every household. Company's currentbusiness model is manufacturing and exporting the tiles in India as well as inInternational Markets. Housing sectors is going to be the booster for tile industry.According to experts analysis in the tile industry the housing sector is at a tippingpoint and will be the economy's next big growth driver.
Our Company has been operating in both domestic and international markets. Our revenuefrom domestic and export operations contributed 51.16% and 48.84% respectively of ourtotal revenue from operations for the year ended March 31 2018. During FY 2017-2018 weexported our products to various countries such as Saudi Arabia Mexico Kuwait OmanCanada Nepal Poland Taiwan etc. We intend to continue to mark a presence in globalmarkets in our industry by supplying innovative products at competitive prices.
Our Company registered 10.11% growth in net sales from Rs. 164.52 crores in 2016-17 toRs. 181.16 crores in 2017- 18.Despite several challenges faced by the company includingdemonetization the company was able to achieve profit after tax of Rs. 69983072/- ascompared to Rs. 65746272/-.
The management is confident that the strategy now being pursued by the company isappropriate for achieving the desired result. Considering the brand equity enjoyed by thecompany and the performance of the company during the year in a tough environment andseveral steps taken for improving the performance of the company the management thereforebelieves it is appropriate to prepare the financial statement on going concern basis.
TRANSFER TO RESERVES
The board of Directors of the company has transferred amount of Rs. 69983072/- toits Reserves & Surplus head of the Balance Sheet during the Financial Year 2017-18.
No Dividend has been declared by the company for the year ended March 312018 with afuturistic approach to retain the earnings in the business for expansion from internalaccrual for the growth of the company.
SHARE CAPITAL AND OTHER CHANGES
During the Financial Year 2017-18 following changes in the Company took place asfollows:
1. Authorized Share Capital
The Authorized Share Capital of Company has been increased from Rs. 19.00 Crores to Rs.22.00 Crores by passing an ordinary resolution in the Extra-Ordinary General meeting ofthe members of the Company held on Thursday the 13th day of April 2017. As on date ofthis report the Authorised Share Capital of the company is Rs. 22.00 Crores divided into22000000 equity shares of Rs. 10 each.
2. Right Issue
During the year company has not increased its issued and paid- up Equity Share Capitalby making any right issue of shares.
3. Bonus Issue
During the Financial Year no shares were issued to existing shareholders as BonusShares under any Bonus Issue.
4. Issue of Equity Shares with Differential Rights
Company does not have Equity Shares with differential rights and have not issued anyshares with differential rights during the financial year 2017-18.
5. Issue of Sweat Equity Shares
During the Financial Year no shares were issued as Sweat Equity Shares under anyScheme.
6. Issue of Employee Stock Options
During the Financial Year no shares were issued under any Scheme of Employee StockOption.
7. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
There was no provision made of the money by the company for purchase of its own sharesby employees or by trustees for the benefit of employees or by trustees for the benefit ofemployees.
8. Splitting/Sub Division of shares
No splitting/ sub division of shares was done during the financial year 2017-18.
9. Further Issue of Shares Through Initial Public Offer And Listing Of Shares
In August 2017 the Company comes with an IPO and allotted 57.60.000 equity shares withface value of Rs.10 each fully paid-up at an issue price of Rs.45 (including a sharePremium of Rs.35/- per equity share).
The changed paid-up Equity Share Capital structure of the company was Rs. 191907240(Nineteen Crore Nineteen Lacs Seven Thousand Two Hundred forty) as on the date of thisreport.
LISTING OF SHARES
Board of directors informed the members that a special resolution passed in theExtra-Ordinary General Meeting of the members of the Company held on Friday the 5th day ofMay 2017 permitting the Company to admit itself for trading of shares at Nationalstock-exchange SME Emerge platform.
Our Company got listed on National Stock Exchange Limited on EMERGE Platform on 23rdAugust 2017 with an IPO of 57.60.000 Equity Shares with face value Rs. 10 at a premium ofRs. 35.
Company has complied with section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and there is no outstanding deposit due forre-payment. Loans outstanding from any party other than shareholders being taken under theconditions stipulated by Bank for providing funds as borrowing to the company.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries and Joint Ventures as on the year ended 31st March2018. Details of Associates/Group Companies as on the year ended 31st March 2018 is asfollows along with Annexure-VII. No such subsidiaries or associates ceased to besubsidiaries or associates during the financial year under review.
LEXUS CERAMIC PRIVATE LIMITED (LCPL) :-
Lexus Ceramic Private Limited is a Private Company incorporated on April 27 2007 underthe provisions of Companies Act 1956 and has its registered office situated at Survey No.793/P At. PO. Ghuntu Morbi Gujarat-363642 India. The Corporate Identification Numberis U26914GJ2007PTC050675. The paid up capital of the Company is Rs. 230.25 Lakhs.
Board of Directors as on the date 31.03.2018 :
1. Babulal Mahadevbhai Detroja
2. Nilesh Babubhai Detroja
3. Hitesh Babulal Detroja
4. Parulben Nileshbhai Detroja
Main Object :
To carry on in India or elsewhere the business to manufacture produce treat processdesign develop build convert cure crush distribute display exchange barterexplore extract excavate finish formulate grind handle fabricate import exportpurchase sell jobwork mix modify market operate prepare and to act as brokersagents stockiests consignors franchisers distributors suppliers promoterswholesalers retailers and sales organizers of all shapes sizes varietiesspecifications descriptions applications and uses of tiles including ceramic tilesglazed tiles mosaics tiles floor tiles marble tiles cement tiles wall tiles granitetiles porcelain tiles roofing tiles china tiles Ceramic Products and by-productsthereof sanitary wares wash basins ceramics wares earth wares crookeries pressedwares decorative wares garden wares kitchen wares potteries insulators terra-cottaporcelain
ware bathroom accessories pipes bricks building materials asbestos sheets polesblocks plumbing fixture including fitting parts accessories consumable components andbuy- products thereof.
Financial Performance :
|Particulars ||2017-18 |
|Equity Share Capital ||23025000 |
|Profit After Tax || |
Nature and Extent of Interest of our Directors :
Hitesh Detroja Nilesh Detroja and Anilkumar Detroja Babulal Mahadevbhai DetrojaParulben Nileshbhai Detroja are directors of our company collectively holds 1119500equity shares constituting 48.62% of total number of equity shares in Lexus CeramicPrivate Limited. Hitesh Detroja Nilesh Detroja Babulal Mahadevbhai Detroja and ParulbenNileshbhai Detroja also serve as directors in the Company.
LIOLI CERAMICA PRIVATE LIMITED :
Lioli Ceramica Private Limited is a Private Company incorporated on October 28 2016under the provisions of Companies Act 2013 and has its registered office situated atSurvey No. 315/P2 Juna Sadulka Nr. Lemica Paper Mill 8-A National Highway MorbiRajkot Gujarat-363642 India. The Corporate Identification Number isU26999GJ2016PTC094240. The paid up capital of the Company is Rs. 6500.00 Lakhs.
Board of Directors as on 31.03.2018 :
1. Nilesh Babubhai Detroja
2. Manish Rasikbhai Gadara
3. Hitesh Babulal Detroja
4. Anilkumar Babulal Detroja
5. Milan Chandubhai Gadara
6. Amit Raghavjibhai Gadara
Main Object :
To carry on in India or elsewhere the business to manufacture produce trade dealtreat process design develop build convert cure crush distribute displayexchange barter explore extract excavate finish formulate grind handle
fabricate import export purchase sell job work mix modify market operateprepare and to act as brokers agents stockiest consignors franchises collaboratorsdistributors suppliers promoters concessionaires consultants C&F agentwholesaler retailers and sales organizers of all shapes sizes varietiesspecifications descriptions applications and use of tiles & Sanitary waresincluding ceramic tiles wall glazed tiles floor tiles marbles tiles wall tilesgranite tiles Vitrified tiles porcelain tiles roofing tiles china tiles CeramicProducts and by-products thereof sanitary wares ceramics wares earthen warescrokckeries pressed wares decorative wares garden wares kitchen wares potteriesinsulators terracotta porcelain ware glass bathroom fittings and accessories pipesbricks building materials asbestos sheets poles blocks plumbing fixture includingfittings parts accessories consumable components & by-products thereof.
Financial Performance :
|Particulars ||2017-18 (In Rs.) |
|Equity Share Capital ||526718000 |
|Profit After Tax ||(1.71) |
Nature and Extent of Interest of our Directors :
Hitesh Babulal Detroja Nilesh Babubhai Detroja Babulal Mahadevbhai Detroja andAnilkumar Babulal Detroja are directors of our company collectively holds16014500equity shares constituting 30.40% of total number of equity shares in Lioli CeramicaPrivate Limited. Hitesh Babulal Detroja Nilesh Babubhai Detroja Babulal MahadevbhaiDetroja also serve as directors in the Company.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed M/s Big Share Services Private Limited as its Registrar &Share Transfer Agent.
MANAGEMENT DICUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance asstipulated in the SEBI (LODR) Regulations 2015 is given as a separate section in theBoard Report as Annexure-VIII.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board of Directors
The Board of Directors of Lexus Granito (India) Limited is a balanced one with anoptimum mix of Executive and Non Executive Directors. They show active participation atthe board and committee meetings which enhances the transparency and adds value to theirdecision making. The Board of the Company is headed by an Executive Chairman. Chairmantakes the strategic decisions frames the policy guidelines and extends wholeheartedsupport to Executive Directors business heads and associates.
As on 31st March 2018 The Board of company consists of Eight (8) Directors. Thecomposition and category of Directors is as follows:
|Category ||Name of Directors ||DIN |
|Chairman and Whole time Director ||Mr. Babulal Mahadevbhai Detroja ||01725541 |
|Managing Director ||Mr. Anilkumar Babulal Detroja ||03078203 |
|Whole time Director ||Mr. Nilesh Babubhai Detroja ||01725545 |
|Whole time Director ||Mr. Hitesh Babulal Detroja ||02760273 |
|Whole time Director ||Ms. Parulben Nileshbhai Detroja ||02760294 |
|Non Executive Independent Director ||Mr. Girish Prabhulal Vadaviya ||07815100 |
|Non Executive Independent Director ||Mr. Jitendra Rasiklal Gadara ||06649234 |
|Non Executive Independent Director ||Mr. Yagneshkumar Ramjibhai Adroja ||07814967 |
The Board of Directors of the Company informs the shareholders of the Company about thechanges in the composition of the board of Directors of the company during the FinancialYear 2017-18 as follows:
Since the Company got its Equity Shares listed on NSE EMERGE Platform in the month ofAugust 2017 the Company was required to appoint the Independent Directors in accordancewith the provisions of the Companies Act 2013.
The Board of Directors appointed Mr. Girish Prabhulal Vadaviya Mr. Jitendra RasiklalGadara and Mr. Yagneshkumar Ramjibhai Adroja as Additional (Non-executive) Director underIndependent category on the board w.e.f 17th May 2017 and they hold office until theensuing AGM held after their appointment and were eligible for appointment as IndependentDirectors in the Annual General Meeting held on 28th September 2017 by the members of thecompany. Accordingly requisite resolutions were passed for their appointment asNon-Executive Directors under Independent Category.
Further sub-section (13) of Section 149 provides that the provisions of retirement byrotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act 2013shall not apply to such Independent Directors. Hence none of the Independent Directorsretire at the ensuing AGMs.
CFO CS and Managing Director (KMP)
Mr. Dilipbhai N Fultariya was appointed as the Chief Financial Officer (CFO) of thecompany w.e.f 04th May 2017 as per the provisions of the Companies Act 2013. He handlesthe finance and accounts of the company and is associated with the company since last sixyears.
Mr. Anilkumar Babulal Detroja was appointed as Managing director on the board w.e.f04th May 2017 for a term of five years and has been handling the management of the companyutmost efficiency.
Ms. Payal Jain M.No. A48898 has been appointed as Company Secretary-cum-ComplianceOfficer of the company with effect from 02th June 2017.
Appointment of Whole -Time Director
The Board of Directors inform the members of the Company that on conversion of thecompany from private to public a change in designation of the board of directors tookplace and Mr. Babulal Mahadevbhai Detroja Mr. Nilesh Babubhai Detroja Mr. Hitesh BabulalDetroja and Ms. Parulben Nileshbhai Detroja were appointed as a Whole-time Directors ofthe company on the Board w.e.f. 04th May 2017 for a term of
five years under the provisions of section 196203 and applicable provisions of theCompanies Act 2013.
Directors Liable to retire by rotation and be eligible to get Re-Appointed
Pursuant to the provisions of section 152(6) and other applicable provisions of theCompanies Act 2013 Mr. Anilkumar Babulal Detroja though appointed as a ManagingDirector on the board w.e.f 04th May 2017 for a term of five years has been associatedwith the company as director since 22nd May 2010 is liable to retire by rotation at theensuing 10thAGM and being eligible to get re-appointed as Managing Director of thecompany in the ensuing AGM of the company. Accordingly requisite resolution shall formpart of the Notice convening the AGM.
MEETINGS OF INDEPENDENT DIRECTORS
Since the Company got its Equity Shares Listed on SME platform of National StockExchange of India Limited in the month of August 2017 the Company is required to appointIndependent Directors on its Board.
Mr. Jitendra Rasikalal Gadara Mr. Girish Prabhulal Vadaviya and Mr. YagneshkumarRamjibhai Adroja were appointed as an Additional Independent Directors on the Board w.e.f.17th day of May 2017 to hold office upto the 9th Annual General Meeting held on Thursdaythe 28th Day of September 2017 and were appointed as the Non-Executive IndependentDirectors of the Company for a period of 5 years on the Annual General Meeting held onThursday the 28th Day of September 2017 and shall not be liable to retire by rotation.
Pursuant to Clause VII of the Schedule IV of the Companies Act 2013 and Regulation 25of Listing Regulations the Independent Directors of the Company are required to hold atleast one meeting in a year without the attendance of NonIndependent Directors and Membersof Management. All the Independent Directors of the Company shall strive to be present atsuch meeting.
All Independent Directors were present at the meetings of Independent Directors held on02.09.2017 and 28.03.2018.
|Name of the Member ||Position ||Status |
|Mr. Girish Prabhulal Vadaviya ||Chairman ||Non Executive Independent Director |
|Mr. Jitendra Rasikalal Gadara ||Member ||Non Executive Independent Director |
|Mr. Yagneshkumar Ramjibhai Adroja ||Member ||Non Executive Independent Director |
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of 'Independent Director' as mentioned under Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements Regulations 2015.
The confirmations were placed before and noted by the Board.
MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and take a view on the Company'spolicies and strategy apart from other Board matters. The notice for the board meetings isgiven well in advance to all the Directors.
During the year the Board of Directors met Sixteen times and board meetings were heldon the following dates as mentioned in the table:
|Sr. No. ||Date of Meeting |
|1 ||07.04.2017 |
|2 ||12.04.2017 |
|3 ||04.05.2017 |
|4 ||15.05.2017 |
|5 ||17.05.2017 |
|6 ||18.05.2017 |
|7 ||02.06.2017 |
|8 ||31.07.2017 |
|9 ||14.08.2017 |
|10 ||21.08.2017 |
|11 ||02.09.2017 |
|12 ||14.11.2017 |
|13 ||19.01.2018 |
|14 ||16.03.2018 |
|15 ||24.03.2018 |
|16 ||28.03.2018 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
DIRECTORS APPOINTMENT REMUNERATION AND ANNUAL EVALUATION
The Company has devised a Policy for Directors; appointment and remuneration includingcriteria for determining qualifications performance evaluation and other matters ofIndependent Directors Board Committees and other individual Directors which includecriteria for performance evaluation of both non-executive directors and executivedirectors.
The Company's Nomination & Remuneration policy which includes the Director'sappointment & remuneration and criteria for determining quali cations positiveattributes independence of the Director & other matters is attached as Annexure-IVto this Report and the same is also available on
the website of the Company at the link www.lexustile.com COMMITTEES OF THE BOARD
The Board of Directors has constituted four Committees viz.
1. Audit Committee
2. Nomination and Remuneration Committee 3.Stakeholders' Relationship Committee4.Corporate Social Responsibility Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Annexure-IX.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 312018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312018 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
AUDITORS OF THE COMPANY
In the 9th Annual General Meeting of the Company held on 28th Day of September 2017the Shareholders approved the appointment of M/s Ashok Holani & Co. CharteredAccountants Jaipur (Firm Registration No.:009840C) as Statutory Auditors of the Companyto hold office till the Conclusion of the Annual General Meeting to be held in the year2022.
As required under the provisions of Section 139 of the Companies Act 2013 the companyhas obtained a written consent and certificate from the above mentioned Auditors to theeffect that they confirm with the limits specified in the said Section and they had alsogiven their eligibility certificate stating that they are not disqualified for appointmentwithin the meaning of Section 141 of Companies Act 2013.
Therefore being eligible the Board of Directors has appointed M/s Ashok Holani &Co. as Statutory Auditors.
Further in accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every AGM.
Pursuant to provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) theBoard of Directors had appointed Miss Manisha Choudhary Company Secretary in PracticeJaipur having Certificate of practice No.: 13570 was Secretarial Auditor of the Companyappointed to conduct Secretarial Audit of the company for the financial year 2017-18.
The Secretarial Audit Report for the financial year ended March 312018 is annexed tothis Report.
Further in line with the aforesaid compliance the Board of Directors has appointedMiss. Manisha Choudhary Company Secretary in Practice Jaipur for conducting theSecretarial Audit for the Financial Year 2018-19.
Pursuant to the provisions of Section 138 of the Companies Act 2013 & the rulesmade there under (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) the Board of Directors had appointed M/s B. B. Kalaria &Co. Chartered Accountant Morbi (M.No.:127220W) as Internal Auditor to conduct InternalAudit for the financial year 2017-18.
The Internal Audit Report is received half yearly by the Company and the same isreviewed and approved by the Audit Committee and Board of Directors for each half year forthe year 2017-18.
However for the F.Y. 2017-18 since the Company got listed its Equity Shares in themonth of August 2017 the Internal Audit Report was provided to the Company for the SecondHalf of the F.Y. 2017-18.
Further in line with the aforesaid compliance the Board of Directors has re-appointedM/s B. A. Shah Associates Chartered Accountant for conducting the Internal Audit for theFinancial Year 2018-19.
COMMENTS ON AUDITORS' REPORT
There are no qualifications reservations or adverse remarks made by M/s Ashok Holani& Co. Chartered Accountants Jaipur Statutory Auditors and Mrs. Manisha ChoudharySecretarial Auditor in her Secretarial Audit Report for the Financial Year ended March312018 except the one related to Section 197 read with Schedule V of Companies Act 2013.The comment of management on this observation is provided below:-
"As per the report of Auditors amount which we have received as the remunerationwas mentioned in our Agreement of appointment done with the Company. As the Company hadinadequate profits for the financial year 2017-18 therefore the Directors received theamount as mentioned in Schedule V. The Board is working on the remedy of this remark andin future will act in compliance with this provision."
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
The Secretarial Audit Report for the financial year ended March 31 2018 is annexedherewith marked as Annexure-I to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of Companies Act 2013 the Board is required toconstitute a corporate social responsibility committee of members who will manage the CSRactivities applicable on the Company to be undertaken by the Company as specified inSchedule VII to the Companies Act 2013 and duly approved by the Board as well as fix theamount of expenditure to be incurred on the activities and monitor the CSR Policy fromtime to time.
Our Company constituted the CSR Committee for undertaking the CSR activities as per theprovisions of Companies Act 2013 and SEBI (LODR) 2015.
Taking into account the provisions of Companies Act 2013 our company is looking forprospective and reliable CSR projects/programmes and considering the projects for makingcontribution to them with suitable mode of CSR activity. Company would consider therecommendations of CSR Committee and will make plans for spending the amount prescribed asper Companies Act 2013.
Composition of Corporate Social Responsibility Committee forms part of this report andis included in the Annexure setting out the composition of all the committees of thecompany.
During the year under review company wasn't able to spend the prescribed amount of CSRexpenditure as company wasn't able to find reliable CSR projects/programmes. The Companyhas incurred a sum of Rs. 1.51 Lakhs (Rupees One Lakh Fifty One Thousand Only) on CSRinitiatives in the areas as per the policy of the company. The CSR Report forming part ofthis Report is furnished in Annexure -XI.
RISK MANAGEMENT POLICY
The company operates in conditions where economic; environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse
effects. The Listing Regulations required that all listed Companies shall lay down theprocedure towards risk assessment. It also requires that the Company must frame implementand monitor the risk management plan of the Company. To overcome this and as per therequirement of Section 134(3)(n) of the Companies Act 2013 read with the rules made thereunder if any Board has framed a very comprehensive Risk Management Policy to oversee themitigation plan including identification of element of risk for the risk faced by theCompany which in the opinion of the Board may threaten the existence of the Company. Theobjective of the policy is to make an effective risk management system to ensure the longterm viability of the Company's business operations.
Although the Company has adopted the policy regarding the assessment of the risk andits updates are provided to the senior management of the Company the process for themitigation of the risk is defined under the risk management policy of the company whichare available for the access on our website www.lexustile.com.
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls whichimpact the financial statements. The financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the financial year under review the Company has launched an Initial PublicOffer in the Month of August 2017 and had allotted 5760000 Equity Shares of Rs. 10/-each fully paid up at a issue price of Rs. 45 (including a share premium of Rs. 35/- perEquity Share) amounting to Rs. 2592 Lacs and the shares of the Company has been listed onNational Stock Exchange of India Limited Emerge Platform
The Equity share capital of the Company has increase to Rs. 191907240/- after theInitial Public Offer of the Company.
There are no other material changes and commitments affecting the financial position ofthe Company have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this Report other than the details givenin this board report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2017-18 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
The Corporate Governance requirements as stipulated under the of SEBI (LODR)Regulations 2015 is not applicable to the company but the Company adheres to goodcorporate practices at all times.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2018 as required under Section 92(3) of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 is annexed herewith as Annexure-IIwhich forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Company has not given any loan guarantee or provided security in connection with aloan and had not made any investment under the Section 186 of Companies Act 2013
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Allcontracts/arrangements/transactions that were entered by the Company during theFinancial Year were in Ordinary Course of the Business and on Arm's Length basis.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 is disclosed in Form AOC 2 in Annexure-III isannexed to this report.
There have been no materially significant related party transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contract or arrangement is disclosed in thefinancials.
DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS
Company has been recently converted from Private limited to Public. When the companywas private limited (before April 13th 2017) the company has borrowed money fromdirectors and relatives of directors of the Company which are as follows and the companyhas received a declaration from them as per Rule 2(c) (viii) of the Companies (Acceptanceof Deposits) Rules 2014 and this amount is from own funds not from borrowing oraccepting from others who is the relative of Director.
|Sr. No ||Name ||Relation ||Amount (Net Balance ) in Lakhs |
|1 ||Nilesh Babubhai Detroja ||Whole-time Director ||0.44 |
|2 ||Hitesh Babulal Detroja ||Whole-time Director ||2.5 |
|3 ||Muktaben B Detroja ||Relative of Director ||3.57 |
|4 ||Anilkumar Babulal Detroja ||Managing Director ||8.00 |
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Pursuant to the amendment in the Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a detailed statement is attached as Annexure-V.
Apart from that there are no Employees in the Company whose particulars are requiredto be disclosed in accordance with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 in the report.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and that it'scontinued growth is dependent upon the ability to attract and retain quality people. TheCompany also recognizes the importance of providing training and development opportunitiesto its people to enhance their skills and experiences which in turn enables the companyto achieve its business objectives. The morale of employees continued to remain highduring the year contributing positively to the progress of the Company. Howeveraspirations of employees in Company remain to be high. This is a challenge as only growthcan fulfil these aspirations and in today's market scenarios one has to performextraordinarily to achieve growth.
The Company has always provided a congenial atmosphere for work to all sections of thesociety. Your Company is committed to respect universal human rights. To that end theCompany practices and seeks to work with business associates who believe and promote thesestandards. The Company is committed to provide equal opportunities at all levels safe andhealthy workplaces and protecting human health and environment. The Company providesopportunities to all its employees to improve their skills and capabilities. The Company'scommitment extends to its neighbouring communities to improve their educational culturaleconomic and social well-being.
Your Company is an equal opportunity employer and does not discriminate on the groundsof race religion nationality ethnic origin colour gender age citizenship sexualorientation marital status or any disability not affecting the functional requirements ofthe position held.
VIGIL MECHANISM & WHISTLE BLOWER The company has established a Whistle BlowerPolicy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations2015 for directors and employees commensurate to the size and the business of the companyto promote ethical behaviour actual or suspected fraud or violation of our code ofconduct and ethics. Under the said mechanism the employees are free to report violationsof applicable laws and regulations and the code of conduct. It also provide for adequatesafeguards against the victimization of persons who use such mechanism.
The Whistle Blower Policy of the Company is also available on the website of thecompany at the link www.lexustile.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) of TheCompanies (Accounts) Rules 2014 relevant details of energy conservation technologyabsorption and foreign exchange earnings and outgo are attached as Annexure-VI tothis Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Our Company is an equal opportunity provider and believes in providing opportunity andkey positions to women professionals. At the same time it has been an Endeavour of theCompany to support women professionals through a safe healthy and conducive workingenvironment by creating and implementing proper policies to tackle issues relating to safeand proper working conditions for them.
The Company has zero tolerance towards sexual harassment of Women at workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment of Women atWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules there under.
The following is the summary of Sexual Harassment Complaints received and disposed offduring the year 2017-18.
a. Number of Complaints of Sexual Harassment at the beginning of the Financial year:NIL
b. Number of Complaints disposed off during the year: NIL
c. Number of Complaints pending as on the end of the Financial year: NIL
d. Nature of action taken by the Company: NA
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirement of the Securities & Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as consequences of disclosures to be made while dealing with shares of theCompany as well as
consequences of violation. The Policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company's shares.
The Insider Trading Policy of the Company covering the code of practices and proceduresfor fair disclosures of unpublished price sensitive information and code of conduct forthe prevention of Insider Trading is available on the website http://www.lexustile.com
INVESTOR GRIEVANCE REDRESSAL
During the financial year under review. There were no pending complaints or sharetransfer cases as on 31st March 2018 as per the certificate given by RTA as on dated31.03.2018.
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the company whichare as follows:
CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS
There are many information's that are important and price sensitive and required to bekept confidential on the part of the company if the information is disclosed this willharm the image of the company in the definition of the insider it will include all thepersons connected with the company including the all employee's so policy relating to thisis available on the website of the company.
This policy is applicable to all employee's and KMP's of the company to not to disclosethe confidential information of the company which affects the performance of the company.The policy of the company for the access is available on the website www.lexustile.com
CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of conduct is required from the senior management including the Board ofDirectors of the Company; they have to be abiding by the rules and laws applicable on thecompany for the good governance and business ethics. It describes their responsibility andaccountability towards the company. Policy of the company relating to this is availablefor the access at the website www.lexustile.com
CORPORATE SOCIAL RESPONSIBILITY
CSR is a broad term describes the company's efforts towards the society this ismandatory under certain terms of Companies Act 2013 but the benefit of this policy is twohanded one hand company get the chance to involve in the social welfare and other handthis will improve the image of the company.
CSR policy creates social awareness among the companies and creates an obligationtowards the society. Policy of the company relating to this is available for the access atthe website www.lexustile.com
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
Under Familiarization programme all Independent Directors (IDs) inducted into the Boardare given an orientation presentations are made by Executive Directors (EDs) and SeniorManagement giving an overview of our operations to familiarize the new IDs with theCompany's business operations. The new IDs are given an orientation on our products groupstructure and subsidiaries board constitution and procedures matters reserved for theBoard and our major risks and risk management strategy.
This policy includes keeping updated to the independent directors about the working ofthe company and projects in which company is involved various programme are conducted bythe company for the ID's. The Policy on the Company's Familiarization Programme for IDscan be accessed at the website www.lexustile.com
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. As part of the policy the Company strives to ensure that:
The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks.
Remuneration to Directors KMP and senior management involves a balance between fixedand incentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals. Policy relating to the nomination and remunerationof the company is available on the website of the company www.lexustile.com
DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
From the point of Listed entity investors of the entity of the also expecting more andmore information for the company so under this policy the management of the companydetermines the material events of the company and disclosed them for their investors.
Under this policy company may decide all those events and information which arematerial and important that is compulsory to be disclosed for the investors about thecompany policy related to this is available at the website www.lexustile.com
PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Actpolicy relating to that for the safe keeping of the documents is available on websitewww.lexustile.com
POLICY ON RELATED PARTY TRANSACTIONS
The Objective of the Policy is to set out:
(a) The materiality thresholds for related party transactions; and
(b) The manner of dealing with the transactions between the Company and its relatedparties based on the Act your company adopted this policy for dealing with parties in atransparent manner available at the website of the company www.lexustile.com
TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS
Independent directors are the key part of the board according to the Schedule IV to theCompanies Act 2013 they are skilled experienced and knowledgeable persons they arerequired on
the board to take improved and better decisions policy relating to the appointment willbe help full for the board policy of the company is available at the websitewww.lexustile.com
This policy deals with the retention and archival of the corporate record theserecords are prepared by the employees of the company under this policy any materialinformation relating to the company shall be hosted on the website of the company for theinvestors and public and remain there for period of five year. The policy of the companyfor the access is available on the website www.lexustile.com
CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in anymanner.A code of conduct is required for them for their unbiased comments regarding theworking of the company. They will follow the code while imparting in any activity of thecompany. The policy deals with the code of conduct of the Independent Directors theirduties and responsibilities towards the company is available at the websitewww.lexustile.com
RISK ASSESSMENT AND MANAGEMENT
Risk is the part of the every one's life while running any business many kinds ofrisks are involved. To minimise the business risk and all the factors that will negativelyeffects the organization every company tries to follows a certain procedure for theforecasting of the risk and its management. Policy relating to this is available on thewebsite www.lexustile.com
WHISTLE BLOWER AND VIGIL MECHANISM:
While running the big organization there are certain good and bad things may behappened in order to control the fraud misconduct and malpractices. This procedure isadopted by the company and reporting of this procedure is done under the vigil mechanismby adopting this kind of system company can control the unethical acts and practices. Thepolicy relating to this is available at the website www.lexustile.com
PREVENTION OF SEXUAL HARRASSMENT
It has been an Endeavour of the Company to support women professionals through a safehealthy and conducive working environment by creating and implementing proper policies totackle issues relating to safe and proper working conditions for them. The Company haspolicy against sexual harassment.
The company has issued 640 rated unlisted redeemable unsecured non-convertibledebentures on Private Placement Basis of Rs. 100000 each for a total Nominal Value of Rs.64000000 for a tenure of 38 months with a coupon rate of 13.08%.
CHANGE IN THE NAME OF THE COMPANY
During the financial year a special resolution was passed in the Extra-Ordinary GeneralMeeting of the members of the Company held on Thursday the 13th April 2017 for conversionof company from Private Limited to Limited. Further the name of the company was changedfrom Lexus Granito (India) Private Limited to Lexus Granito (India) Limited ascertificate of name change is received from ROC Ahmedabad on 13th April 2017.
Conversion into Public Company
The Company was a private limited company at the beginning of Financial Year 2017-18named as "Lexus Granito (India) Private Limited" and it was desirous of beinglisted on stock exchange hence a special resolution was passed unanimously by the membersin the extra-ordinary general meeting on 13th April 2017 for conversion of the companyinto a public company and was subsequently approved by the Registrar of CompaniesAhmedabad by issuing a fresh Certificate of Incorporation in the favor of the Company.Hence the company was successfully converted into a public company namely "LexusGranito (India) Limited".
USE OF PROCEED OF IPO
The net proceeds from the public issue received by the Company after deductingestimated expenses was approximately Rs 236400112. The whole of proceeds received fromIPO was utilized in meeting the working capital requirements of the company as stated inthe prospectus of the company.
The company has obtained Compliance Certificate from Mr. Dilipbhai N Fultariya ChiefFinancial Officer of the company pursuant to Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year 2017-18was placed before the Board of Directors of the Company and is attached as Annexure-X tothis Report.
DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT
I hereby confirm and declare that all the Board Members and Senior Management Personnelhave individually affirmed compliance with the Code of Conduct adopted by the Company forthe Financial Year ended 31st March 2018 being attached to this report as Annexure-XII
Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Central & State Government Local Authorities ClientsVendors Advisors Consultants and Associates at all levels for their continued guidanceand support. Your Directors also wish to place on record their deep sense of appreciationfor their commitment dedication and hard work put in by every member of the Company.
| ||ANILKUMAR BABULAL |
| ||DETROJA |
| ||(MANAGING DIRECTOR) |
| ||(DIN- 03078203) |
| ||NILESH BABUBHAI |
|Place: Morbi ||DETROJA |
| ||(WHOLE TIME DIRECTOR) |
|Date: 18.08.2018 ||(DIN-01725545) |
NOMINATION & REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance withSection178 of the Companies Act 2013 read along with the applicable rules thereto andListing Agreement as amended from time to time. This policy on Nomination andRemuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.
CONSTITUTION OF THE COMMITTEE
The Board of Directors of the Company (Board) constituted the committee to be known asthe Nomination and Remuneration Committee consisting of three non-executive directors outof which two shall be the Independent Directors. The Chairman of the Committee shall be anIndependent Director.
OBJECTIVE AND PURPOSE OF THE POLICY
The objective of the policy is to ensure that-
(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(c) Remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.
ROLE OF THE COMMITTEE:
The role of the NRC will be the following:-
(a) To formulate criteria for determining qualifications positive attributes andindependence of a Director.
(b) To formulate criteria for evaluation of Independent Directors and the Board.
(c) To identify persons who are qualified to become
Directors and who may be appointed in Senior Management in accordance with the criterialaid down in this policy.
(d) To carry out evaluation of Director's performance.
(e) To recommend to the Board the appointment and removal of Directors and SeniorManagement.
(f) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
(g) To devise a policy on Board diversity composition size.
(h) Succession planning for replacing Key Executives and overseeing.
(i) To carry out any other function as is mandated by the Board from time to timeand/or enforced byany statutory notification amendment or modification as may beapplicable.
(j) To perform such other functions as may be necessary or appropriate for theperformance of its duties.
APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend his/her appointment as per Company's Policy. A person should possessadequate qualification expertise and experience for the position he/she is considered forappointment. The Committee has authority to decide whether qualification expertise andexperience possessed by a person is sufficient/satisfactory for the position.
The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders bypassing a special resolution.
Managing Director/Whole Time Director
The Company shall appoint or re-appoint any person asits Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time.Nore-appointment shall be made earlier than one year before the expiry of term.
An Independent Director shall hold office for a term upto five consecutive years on theBoard of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three yearsof ceasing to become an Independent Director.
Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.
The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.
The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management
Personnel in the same position/ remuneration or otherwise even after attaining theretirement age for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL
Remuneration to Managing Director/Whole Time Director:
The Remuneration/Commission etc. to be paid to Managing Director/Whole-time Directorsetc. shall be governed as per provisions of the Companies Act2013and rules made thereunder or any other enactment for the time being in force and the approvals obtained fromthe Members of the Company.
The Nomination and Remuneration Committee shall make such recommendations to the Boardof Directors asit may consider appropriate with regard to remuneration to ManagingDirector/Whole- time Directors.
Remuneration to Non-Executive /Independent Director:
The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.
All the remuneration of the Non-Executive/Independent Directors (excluding remunerationfor attending meetings as prescribed under Section 197(5) of the Companies Act 2013)shall be subject to ceiling/ limits as provided under Companies Act 2013 and rules madethere under or any other enactment for the time being in force. The amount of suchremuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.
An Independent Director shall not be eligible to get Stock Options and also shall notbe eligible to participate in any share based payment schemes of the Company.
Any remuneration paid to Non-Executive/Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:.
(i) The Services are rendered by such Director in his capacity as the professional; and
(ii) In the opinion of the Committee the director possesses the requisitequalification for the practice of that profession.
The Compensation Committee of the Company constituted for the purpose of administeringthe Employee Stock Option/Purchase Schemes shall determine the stock options and othershare based payments to be made to Directors (other than Independent Directors).
Remuneration to Key Managerial Personnel and Senior Management:
The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive any incompliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.
The Compensation Committee of the Company constituted for the purpose of administeringthe Employee Stock Option/Purchase Schemes shall determine the stock options and othershare based payments to be made to Key Managerial Personnel and Senior Management.
The Fixed pay shall include monthly remuneration employer's contribution to ProvidentFund contribution to pension fund pension schemes etc. as decided from to time.
The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.
The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate. The Committee may Delegate any of its powers to one or more of its members.
|NILESH BABUBHAI DETROJA |
|(WHOLE TIME DIRECTOR) |
|ANIL KUMAR BABULAL DETROJA |
|(MANAGING DIRECTOR) |
|(DIN- 03078203) |
|Place: Morbi |
|Date: 18.08.2018 |
"DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT. 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES. 2014
1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company along with Percentage increase in each director CEO CFOManager and CS for the financial year 2017-18:
|Sr. No. ||Name of the Director & KMP s ||Designation ||Ratio of the Remuneration to the Median Remuneration to the Employees ||Percentage Increase in the Remuneration |
|1 ||Babulal Mahadevbhai Detroja ||Whole- Time Director ||381.82 ||133.33% |
|2 ||Nilesh Babubhai Detroja ||Whole- Time Director ||381.82 ||133.33% |
|3 ||Hitesh Babulal Detroja ||Whole-Time |
|381.82 ||133.33% |
|4 ||Parulben Nileshbhai Detroja ||Whole-Time |
|49.09 ||NA |
|5 ||Anilkumar Babulal Detroja ||Managing Director ||381.82 ||133.33% |
|6 ||Dilipbhai N Fultariya ||Chief Financial Officer ||36.71 ||NA |
|7 ||Payai Jain ||Company |
|5.87 ||NA |
|8 ||Megha Singh ||Company |
|1.27 ||NA |
Mr. Dilip N Fultariya (CFO) were appointed as on 04.05.2017 and Miss. Megha Singh (CS)was appointed on 12.04.2017. Further Miss. Megha Singh resignded from the said Post andMrs. Payai Jain was appointed as the Company Secretary w.e.f. 02.06.2017.
* The Non-Executive Directors and Independent Directors of the Company are entitled forsitting fee as per the statutory provisions of the Companies Act 2013.
* The median was calculated on the CTC Basis.
1. The median remuneration of employees of the Company during the financial year(2017-18) was Rs. 22000/-
2. The percentage Increase in the medina remuneration of the employees in the FY(2017-18): N.A.
3. There were 182 permanent employees on the rolls of Company as on March 312018.
4. Key parameters for the variable component of Remuneration availed by the Directors:There is no variable component of remuneration avail by the Directors.
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
a Average Increase in median salary of the company's employees excluding KMPs: NA aAverage Increase in the remuneration of KMP's: NA
a The total managerial remuneration for the Financial Year 2016-17: Rs. 1.44 Croresa The total managerial remuneration for the Financial Year 2017-18: Rs. 3.47 Crores
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
|Place: Morbi ||ANILKUMAR BABULAL DETROJA ||NILESH BABUBHAI DETROJA |
|Date: 18.08.2018 ||(MANAGING DIRECTOR) ||(WHOLE TIME DIRECTOR) |
| ||(DIN- 03078203) ||(DIN-01725545) |
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
A. CONSERVATION OF ENERGY
Energy conservation is very important for the company and therefore energy conservationmeasures are undertaken wherever practicable in its plant and attached facilities. Thecompany is making every effort to ensure the optimal use of energy avoid waste andconserve energy by using energy efficient equipments with latest technologies. Maintenanceand repairs of all equipment and machineries are carried out timely to ensure optimumenergy efficiency.
B. TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:
The Company continuous to use the latest technologies for improving the productivityand quality of its products and services. Our R&D and technical experts constantlyvisit international markets to identify and keep pace with the latest technologicalavailable.
Benefits derived through such efforts:
(a) The Company has developed a culture of staying informed about the latestdevelopments in related technology as well as constantly updating our equipment andprocesses. Such innovations have led us to be in the forefront amongst our competitors.
(b) Technology absorption efforts have not only allowed us to develop new products butalso improve our existing ones.
FOREIGN EXCHANGE EARNING & OUTGO:
The company mainly has its dealings with Dubai Canada Mexico Nepal Taiwan Polandetc.
|Particulars ||2017-18 ||2016-17 |
|1. Total foreign exchange used out go. ||2122869.00 ||- |
|2.Total foreign exchange earned ||884883554.00 ||1097711329.00 |
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|SI. No. ||Particulars ||Details |
|1. ||SI. No. ||- |
|2. ||Name of the subsidiary || |
|3. ||The date since when subsidiary was acquired || |
|4. ||Reporting period for the subsidiary concerned if different from the holding companyDs reporting period || |
|5. ||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries || |
|6. ||Share capital || |
|7. ||Reserves & surplus || |
|8. ||Total assets || |
|9. ||Total Liabilities || |
|10. ||Investments || |
|11. ||Turnover || |
|12. ||Profit before taxation || |
|13. ||Provision for taxation || |
|14. ||Profit after taxation || |
|15. ||Proposed Dividend || |
|16. ||Extent of shareholding (In percentage) || |
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Name of associates/Joint Ventures ||Lexus Ceramic Private Limited ||Lioli Ceramica Private Limited |
|1. Latest audited Balance Sheet Date ||31.03.2018 ||31.03.2018 |
|2. Date on which the |
Associate or Joint Venture was associated or Acquired
|April 27 2007 ||October 282016 |
|3. Shares of Associate/Joint Ventures held by the company on the year end || || |
|No. ||1119500 ||16014500 |
|Amount of Investment in Associates/Joint Venture ||11195000 ||160145000 |
|Extend of Holding (In percentage) ||48.62% ||30.40% |
|4. Description of how there is significant influence || |
Hitesh Detroja Nilesh Detroja AnilkumarDetroja Babulal MahadevbhaiDetroja ParulbenNileshbhaiDetroja are directors of Lexus Granito (India) Limited and collectively holds 1119500 equity shares constituting 48.62% of total number of equity shares in Lexus Ceramic Private Limited. Hitesh Detroja Nilesh Detroja Babulal Mahadevbhai Detroja and Parulben Nileshbhai Detroja also serve as directors in the Company.
Hitesh Babulal Detroja Nilesh BabubhaiDetroja Babulal MahadevbhaiDetroja and Anilkumar Babulal Detrojaare directors of Lexus Granito (India) Limited and collectively holds 16014500 equity shares constituting 30.40% of total number of equity shares in LioliCeramica Private Limited. Hitesh Babulal Detroja Nilesh Babubhai Detroja Anilkumar Babulal Detroja also serve as directors in the Company
|5. Reason why the |
associate/joint venture is not consolidated
|Not required as per Law. ||Not required as per Law. |
|6. Net worth attributable to shareholding as per latest audited Balance Sheet || || |
|7. Profit/Loss for the year || || |
|i. Considered in Consolidation || || |
|ii. Not Considered in Consolidation || ||(1.71) |
COMMITTEES OF THE BOARD
The Board of Directors has constituted four Committees viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
1. AUDIT COMMITTEE
The Audit Committee's composition meets with the requirement of Section 177 of theCompanies Act 2013 and Regulation 18 of the "SEBI LODR "Regulations 2015. TheMembers of the Audit Committee possesses financial / accounting expertise / exposure. TheAudit Committee comprised of 3 members as on 31st March 2018. The Company Secretary isthe Secretary and Compliance Officer of the Committee.
The detail of the composition of the Audit committee along with their meetingsheld/attended isasfollows:
| || || || |
Attendance at the Committee Meeting held on
|Name of the Member ||Position ||Status ||02.09. 2017 ||06.10. 2017 ||14.11. 2017 ||03.01. 2018 ||19.01. 2018 ||28.03.2 018 |
|Mr. Jitendra Rasiklal Gadara ||Chairman ||Non-Executive Independent Director ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Yagneshkum ar Ramjibhai Adroja ||Member ||Non-Executive Independent Director ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Anilkumar Babulal Terms of Referenc ||Member ||Managing Director ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
The terms of reference of the Audit Committee are as under:
1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors
4. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:
I. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013;
ii. Changes if any in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment bymanagement;
iv. Significant adjustments made in the financial statements arising out of auditfindings;
v. Compliance with listing and other legal requirements relating to financialstatements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report.
5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval.
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue right issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/DraftProspectus/ Prospectus /notice and the report submitted by the monitoring agencymonitoring the utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor's independence performance and effectiveness ofaudit process.
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.
18. To oversee and review the functioning of the vigil mechanism which shall providefor adequate safeguards against victimization of employees and directors who avail of thevigil mechanism and also provide for direct access to the Chairperson of the AuditCommittee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems scope of auditincluding the observations of the auditor and review of the financial statements beforesubmission to the Board;
20. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.
21. To investigate any other matters referred to by the Board of Directors;
22. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
The Audit Committee also reviews the following information:
a. Management discussion and analysis of financial information and results ofoperations;
b. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by the management;
c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the Audit Committee.
2. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee's Composition meets with the requirement ofSection 178 of the Companies Act 2013 and Regulation 19 of the "SEBI LODR"Regulations" 2015. The Members of the Nomination committee possesses soundknowledge / expertise / exposure. The Committee comprised of 3 members as on 31st March2018. The Company Secretary is the Secretary and Compliance Officer of the Committee. Thedetail of the composition of the Nomination & Remuneration committee along with theirmeetings held/attended is as follows:
|Name of the Member ||Position ||Status || |
Attendance at the Committee Meeting held on
| || || ||02.06.2017 ||02.09.2017 ||28.03.2018 |
|Mr. Girish Prabhulal Vadaviya ||Chairman ||Non-Executive Independent Director ||Yes ||Yes ||Yes |
|Mr. Jitendra Rasiklal Gadara ||Member ||Non-Executive Independent Director ||Yes ||Yes ||Yes |
|Mr. Yagneshkumar Ramjibhai Adroja ||Member ||Non-Executive Independent Director ||Yes ||Yes ||Yes |
Terms of Reference
The terms of reference of the "Nomination/Remuneration Committee" are asunder:
1. Formulate the criteria for determining the qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for directors KMPs and other employees.
2. Identifying persons who are qualified to become directors and may be appointed insenior management in accordance with the criteria laid down and recommend to the Board ofDirectors their appointment and removal.
3. Formulation of criteria for evaluation of performance of independent directors andBoard of Directors
4. Devising a policy on diversity of board of directors
5. Deciding on whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors
6. Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors.
7. Define and implement the Performance Linked Incentive Scheme (including ESOP of theCompany) and evaluate the performance and determine the amount of incentive of theExecutive Directors for that purpose.
8. Decide the amount of Commission payable to the Whole time Director / ManagingDirectors.
9. Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc.
10. To formulate and administer the Employee Stock Option Scheme.
The company has duly formulated the Nomination and Remuneration Policy which is alsoavailable at the company website. The Policy formulated by Nomination and RemunerationCommittee includes director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters as specified under section 178(3) of the Companies Act 2013 and same was approvedby the Board of Directors of the Company.
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The stakeholders Relationship Committee meets with the requirement of the section 178of the Companies act 2013 and regulation 20 of the SEBI LODR "Regulations"2015. The Stakeholders Relationship Committee is mainly responsible to review allgrievances connected with the Company's transfer of securities and redressal ofshareholders' / investors' / security holders' complaints. The Committee comprised of 3members as on 31st March 2018. The Company Secretary is the Secretary and ComplianceOfficer of the Committee. The detail of the composition of the said committee along withtheir meetings held/attended is as follows:
|Name of the Member ||Position ||Status || |
Attendance at the Committee Meeting held on
| || ||02.09.2017 ||14.11.2017 ||03.01.2018 ||19.01.2018 ||28.03.2018 |
|Mr. Yagneshkum ar Ramjibhai Adroja ||Chairman ||Non Executive Independ ent Director ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Hitesh Babulal Detroja ||Member ||Whole Time Director ||Yes ||Yes ||Yes ||Yes ||Yes |
|Ms. Parulben Nileshbhai Detroja ||Member ||Whole Time Director ||Yes ||Yes ||Yes ||Yes ||Yes |
Terms of Reference
The terms of reference of the Stakeholder's Relationship Committee are as under:
1. Allotment transfer of shares including transmission splitting of shares changingjoint holding into single holding and vice versa issue of duplicate shares in lieu ofthose torn destroyed lost or defaced or where the cages in the reverse for recordingtransfers have been fully utilized.
2. Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.; and
3. Review the process and mechanism of redressal of Shareholders /Investors grievanceand suggest measures of improving the system of redressal of Shareholders /Investorsgrievances.
4. Non-receipt of share certificate(s) non-receipt of declared dividends non-receiptof interest/dividend warrants non-receipt of annual report and any othergrievance/complaints with Company or any officer of the Company arising out in dischargeof his duties.
5.Oversee the performance of the Registrar & Share Transfer Agent and also reviewand take note of complaints directly received and resolved them.
6.Oversee the implementation and compliance of the Code of Conduct adopted by theCompany for prevention of Insider Trading for Listed Companies as specified in theSecurities & Exchange Board of India (Prohibition of Insider Trading) Regulations2015 as amended from time to time.
7. Any other power specifically assigned by the Board of Directors of the Company fromtime to time by way of resolution passed by it in a duly conducted Meeting.
8. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time.
4.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee meets with the requirement of the Section135 and Schedule VII of the Companies Act 2013. The Committee comprised of 3 members as onthe date of 31st March 2018. The Company Secretary is the Secretary and ComplianceOfficer of the Committee. The detail of the composition of the said committee along withtheir meetings held/attended is as follows:
|Name of the Member ||Position ||Status || |
Attendance at the Committee Meeting held on
|02.09.2017 ||16.03.2018 ||28.03.2018 |
|Mr. Babulal Mahadevbhai Detroja ||Chairman ||Whole-Time Director ||Yes ||Yes ||Yes |
|Mr. Girish Prabhulal Vadaviya ||Member ||Non-Executive Independent Director ||Yes ||Yes ||Yes |
|Mr. Nilesh Babubhai Detroja Terms of Reference ||Member ||Whole-Time Director ||Yes ||Yes ||Yes |
The terms of reference of CSR Committee shall inter-alia include the following:
1. To formulate and recommend to the Board a CSR policy which shall indicate theactivities to be undertaken by the Company as per the Companies Act 2013;
2. To review and recommend the amount of expenditure to be incurred on the activitiesto be undertaken by the company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the CSR Committee may deem appropriate after approval of theBoard of Directors or as may be directed by the Board of Directors from time to time.
The company has duly formulated the Policy on Corporate Social Responsibility which isalso available at the company website. The Policy was approved by the Board of Directorsof the Company.
|Place: Morbi ||ANILKUMAR BABULAL DETROJA ||NILESH BABUBHAI DETROJA |
|Date: 18.08.2018 ||(MANAGING DIRECTOR) ||(WHOLE TIME DIRECTOR) |
| ||(DIN- 03078203) ||(DIN-01725545) |